FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-15546
ANGELES PARTNERS XV
(Name of small business issuer in its charter)
California 95-4046025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. N/A
State the aggregate market value of the voting partnership interests by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of a specified date within the past 60 days. Market value information for
Registrant's partnership interests is not available. Should a trading market
develop for these Interests, it is the Managing General Partners belief that
such trading would not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
Item 1. Description of Business
Angeles Partners XV (the "Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to the Certificate and Agreement of Limited Partnership (herein-
after referred to as "the Agreement") dated June 29, 1984. The Partnership's
Managing General Partner is Angeles Realty Corporation II, a California corpo-
ration (hereinafter referred to as the "Managing General Partner" or "ARCII").
The Managing General Partner was formerly a wholly owned subsidiary of Angeles
Real Estate Corporation, a wholly owned subsidiary of Angeles Corporation and is
engaged in providing similar services to other partnerships.
On November 24, 1992, the outstanding stock of the Managing General Partner was
effectively transferred to IAP GP Corporation, an affiliate of Insignia
Financial Group, Inc. Inasmuch as the information contained herein relates to
the operation of the Partnership for periods during which neither IAP GP
Corporation nor any of its affiliates managed the properties or operations of
the Partnership, such information has been provided by Angeles Real Estate
Corporation.
The Partnership, through its public offering of Limited Partnership Units, sold
17,321 units aggregating $17,321,000. The Managing General Partner contributed
capital in the amount of $1,000 for a 1% interest in the Partnership. The
Partnership was formed for the purpose of acquiring fee and other forms of
equity interests in various types of real property. The Partnership currently
owns two investment properties.
The Registrant has no employees. Administrative services are performed by
Angeles Realty Corporation II, the Managing General Partner and an affiliate of
Insignia Financial Group, Inc. ("Insignia").
Item 2. Description of Properties
As of December 31, 1994, the Partnership adopted the liquidation basis of
accounting. The Partnership has experienced significant recurring operating
losses. In March 1995, the lender on the non-recourse debt secured by the
Marina Plaza notified the Partnership that this debt was in default and
initiated foreclosure proceedings. Marina Plaza was placed in receivership in
June 1995, and was foreclosed upon on August 1, 1995. In addition, the
Partnership was in default on recourse indebtedness totaling $3,500,000 due to
Angeles Mortgage Investment Trust ("AMIT"). Of this debt, $1,500,000 was
secured by one of the remaining Cleveland Industrial Complex ("Cleveland")
buildings and AMIT placed the property in receivership in January 1995, and
foreclosed on the property on September 6, 1995. AMIT also foreclosed on another
of the Cleveland buildings on August 23, 1995. The remaining $2,000,000 was
recourse to the Partnership and AMIT received a default judgment against the
Partnership on January 18, 1995. As a result of the foreclosure on the
Cleveland building on August 23, 1995, this judgment was reduced by $500,000.
At this time, the Managing General Partner believes the equity in the remaining
three Cleveland buildings is not sufficient to retire the AMIT debt, therefore,
the Managing General Partner expects to transfer the Partnership's interest in
the remaining Cleveland buildings to AMIT. In July of 1996, AMIT entered a
complaint for foreclosure and other relief against Angeles Partners XV. On July
26, 1996, the remaining Cleveland properties were placed in receivership. The
receiver is authorized to collect the rents, profits and all income derived from
the properties, to maintain the premises, and otherwise preserve, manage,
maintain and protect such properties. The Partnership does not intend, nor does
it have the ability, to purchase any additional properties and the Managing
General Partner has decided to liquidate the Partnership upon foreclosure of the
final property.
Item 3. Legal Proceedings
In July 1996, AMIT entered a complaint for foreclosure and other relief against
Angeles Partners XV. On July 26, 1996, the remaining Cleveland Properties were
placed in receivership. The receiver is authorized to collect the rents,
profits and all income derived from the properties, to maintain the premises,
and otherwise preserve, manage, maintain and protect such properties. The
Partnership does not intend nor does it have the ability to purchase any
additional properties and the Managing General Partner has decided to liquidate
the Partnership upon foreclosure of the final property.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 39% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.3% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 and 1996 annual meetings in connection with the election
of trustees and other matters. MAE GP has not exerted, and continues to decline
to exert, any management control over or participate in the management of AMIT.
MAE GP may choose to vote these shares as it deems appropriate in the future.
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., ("Insignia") which
provides property management and partnership administration services to the
Partnership, owns 126,500 Class A shares of AMIT. These Class A Shares entitle
LAC to vote approximately 2.9% of the total shares. In addition, Insignia has
engaged and continues to engage in discussions with AMIT regarding various
potential business combinations with affiliates of Insignia.
As part of the settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B shares owned by it. This option can be
exercised at the end of 10 years or when all loans made by AMIT to partnerships
affiliated with MAE GP as of November 9, 1994, (which is the date of execution
of a definitive Settlement Agreement) have been paid in full, but in no event
prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000
at closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B shares instructing such trustees to vote said Class B shares in
accordance with the vote of the majority of Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Except for the issues stated, the Registrant is unaware of any pending or
outstanding litigation that is not of a routine nature. The Managing General
Partner of the Registrant believes that all such pending or outstanding
litigation will be resolved without a material adverse effect upon the business,
financial condition, or operations of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of the Partnership did not vote on any matter during the
fiscal year covered by this report.
PART II
Item 5. Market for the Partnership's Common Equity and Related Security Holder
Matters
The Partnership, a publicly-held limited partnership, sold 17,321 Limited
Partnership Units during its offering period through April 1, 1987. The
Partnership currently has 17,149 Limited Partnership Units outstanding and
1,708 Limited Partners of record. There is no intention to sell additional
Limited Partnership Units nor is there an established market for these units.
The Partnership has discontinued making cash distributions from operations and
does not anticipate any cash available for distributions upon the liquidation of
the Partnership.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations, Liquidity and Capital Resources
As of December 31, 1994, the Partnership adopted the liquidation basis of
accounting. The Partnership has experienced significant recurring operating
losses. In March 1995, the lender on the non-recourse debt secured by the
Marina Plaza notified the Partnership that this debt was in default and
initiated foreclosure proceedings. Marina Plaza was placed in receivership in
June 1995, and was foreclosed upon on August 1, 1995. The Partnership was in
default on recourse indebtedness totaling $3,500,000 due to Angeles Mortgage
Investment Trust ("AMIT"). Of this debt, $1,500,000 was secured by one of the
remaining Cleveland Industrial Complex ("Cleveland") buildings and AMIT placed
the property in receivership in January 1995, and foreclosed on it September 6,
1995. AMIT also foreclosed on another of the Cleveland buildings on August 23,
1995. The remaining $2,000,000 is recourse to the Partnership and AMIT received
a default judgment against the Partnership on January 18, 1995. As a result of
the foreclosure on the Cleveland building on August 23, 1995, this judgment was
reduced by $500,000. At this time, the Managing General Partner believes the
equity in the remaining three Cleveland buildings is not sufficient to retire
the AMIT debt, therefore, the Managing General Partner expects to transfer the
Partnership's interest in the remaining Cleveland buildings to AMIT. In July of
1996, AMIT entered a complaint for foreclosure and other relief against Angeles
Partners XV. On July 26, 1996, the remaining Cleveland properties were placed
in receivership. The receiver is authorized to collect the rents, profits and
all income derived from the properties, to maintain the premises, and otherwise
preserve, manage, maintain and protect such properties. The Managing General
Partner intends to terminate the Partnership upon foreclosure of the final
property.
In November 1992, Angeles Acceptance Pool ("AAP"), a Delaware limited
partnership, was organized to acquire and hold the obligations evidencing the
working capital loan previously provided by Angeles Capital Investment, Inc.
("ACII"). Angeles Corporation ("Angeles") is the 99% limited partner of AAP and
Angeles Acceptance Directives, Inc.("AAD"), an affiliate of the Managing General
Partner, was, until April 14, 1995, the 1% General Partner of AAP. On April 14,
1995, as part of a settlement of claims between affiliates of the Managing
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
AAP's working capital loan funded the Partnership's operating deficits in prior
years. Total indebtedness, which is included as a note payable, was
approximately $1,582,000 at December 31, 1996 and December 31, 1995, with
monthly interest only payments at prime plus 2%. Principal is to be paid the
earlier of i) the availability of funds, ii) the sale of one or more properties
owned by the Partnership, or iii) November 25, 1997. Total interest charges for
this loan were approximately $163,000 and $171,000 for the years ended
December 31, 1996 and 1995, respectively.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1994, from the going concern basis of accounting to the liquidation basis of
accounting. Consequently, assets have been valued at the estimated net
realizable value and liabilities are presented at their estimated settlement
amounts, including estimated costs associated with carrying out the liquidation.
The valuation of assets and liabilities necessarily requires many estimates and
assumptions and there are substantial uncertainties in carrying out the
liquidation. The actual realization of assets and settlement of liabilities
could be higher or lower than amounts indicated and is based upon the Managing
General Partner's estimates as of the date of the financial statements.
The investment properties were adjusted to their estimated net realizable value.
The estimated net realizable value for the three Cleveland buildings remaining
at December 31, 1996, was based on independent appraisals.
The statement of net liabilities in liquidation as of December 31, 1996,
includes approximately $548,000 of accrued costs that the Managing General
Partner estimates will be incurred during the period of liquidation, based on
the assumption that the liquidation process will be completed during the fourth
quarter of 1997. These costs include anticipated legal fees ($11,000) and
administrative expenses ($811,000), less income from property operations
($274,000). Because the success in realization of assets and the settlement of
liabilities is based on the Managing General Partner's best estimates, the
liquidation period may be shorter than projected or it may be extended beyond
the projected period.
For the year ended December 31, 1996, the Partnership recorded an increase in
the estimated costs during the period of liquidation of approximately $241,000.
This increase is primarily due to the extension of the liquidation period to
December of 1997.
Item 7. Financial Statements
ANGELES PARTNERS XV
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Statement of Net Liabilities in Liquidation - December 31, 1996
Statement of Changes in Net Liabilities in Liquidation - Year ended December
31, 1996
Statement of Changes in Net Liabilities in Liquidation - Year ended December
31, 1995
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners XV
We have audited the statement of net liabilities in liquidation of Angeles
Partners XV as of December 31, 1996 and the related statements of changes in net
liabilities in liquidation for each of the two years in the period ended
December 31, 1996. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net liabilities in liquidation of Angeles Partners XV
as of December 31, 1996 and the changes in net liabilities in liquidation for
each of the two years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles applied on the basis of accounting
described in Note A to the financial statements.
/S/ERNST & YOUNG LLP
Greenville, South Carolina
March 12, 1997
ANGELES PARTNERS XV
Statement of Net Liabilities in Liquidation
(in thousands)
December 31, 1996
1996
Assets
Cash $ 370
Other assets 14
Investment properties (Note A) 5,400
5,784
Liabilities
Property taxes 111
Interest 2,183
Notes payable, including $1,500,000
in default (Notes A and B) 6,967
Estimated costs during the period
of liquidation (Note A) 548
9,809
Net liabilities in liquidation (Note A) $(4,025)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XV
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(in thousands)
Year Ended December 31, 1996
Net liabilities in liquidation
at December 31, 1995 $(3,209)
Changes in net liabilities in liquidation
attributed to:
Increase in unrestricted cash 139
Decrease in restricted cash (11)
Decrease in escrows for taxes (8)
Decrease in other assets (28)
Increase in accrued taxes (58)
Decrease in tenant security deposit liabilities 2
Increase in accrued interest (623)
Decrease in other liabilities 12
Increase in estimated costs during
the period of liquidation (241)
Net liabilities in liquidation at
December 31, 1996 $(4,025)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XV
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(in thousands)
Year Ended December 31, 1995
Net liabilities in liquidation
at December 31, 1994 $(5,861)
Changes in net liabilities in liquidation
attributed to:
Increase in unrestricted cash 53
Decrease in restricted cash (47)
Decrease in accounts receivable (86)
Decrease in escrows for taxes (146)
Decrease in other assets (4)
Decrease in investment properties (9,701)
Decrease in accounts payable 68
Decrease in accrued taxes 95
Decrease in tenant security deposit liabilities 158
Increase in accrued interest (225)
Decrease in other liabilities 259
Decrease in mortgage notes payable 11,858
Decrease in estimated costs during the
period of liquidation 370
Net liabilities in liquidation at
December 31, 1995 $(3,209)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XV
(A Limited Partnership)
Notes to Financial Statements
Note A - Organization and Significant Accounting Policies
Basis of Presentation
As of December 31, 1994, the Partnership adopted the liquidation basis of
accounting. The Partnership has experienced significant recurring operating
losses. In March 1995, the lender on the non-recourse debt secured by the
Marina Plaza notified the Partnership that this debt was in default and
initiated foreclosure proceedings. Marina Plaza was placed in receivership in
June 1995, and was foreclosed upon on August 1, 1995. In addition, the
Partnership was in default on recourse indebtedness totaling $3,500,000 due to
Angeles Mortgage Investment Trust ("AMIT"). Of this debt, $1,500,000 was
secured by one of the remaining Cleveland Industrial Complex ("Cleveland")
buildings and AMIT placed the property in receivership in January 1995, and
foreclosed on the property on September 6, 1995. AMIT also foreclosed on
another of the Cleveland buildings on August 23, 1995. The remaining $2,000,000
was recourse to the Partnership and AMIT received a default judgment against the
Partnership on January 18, 1995. As a result of the foreclosure on the
Cleveland building on August 23, 1995, this judgment was reduced by $500,000.
At this time, the Managing General Partner believes the equity in the remaining
three Cleveland buildings is not sufficient to retire the AMIT debt, therefore,
the Managing General Partner expects to transfer the Partnership's interest in
the remaining Cleveland buildings to AMIT. In July of 1996, AMIT entered a
complaint for foreclosure and other relief against Angeles Partners XV. On July
26, 1996, the remaining Cleveland properties were placed in receivership. The
receiver is authorized to collect the rents, profits and all income derived from
the properties, to maintain the premises, and otherwise preserve, manage,
maintain and protect such properties. The Partnership does not intend nor does
it have the ability to purchase any additional properties and the Managing
General Partner has decided to liquidate the Partnership upon foreclosure of the
final property.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1994, from the going concern basis of accounting to the liquidation basis of
accounting. Consequently, assets have been valued at estimated net realizable
value and liabilities are presented at their estimated settlement amounts,
including estimated costs associated with carrying out the liquidation. The
valuation of assets and liabilities necessarily requires many estimates and
assumptions and there are substantial uncertainties in carrying out the
liquidation. The actual realization of assets and settlement of liabilities
could be higher or lower than amounts indicated and is based upon the Managing
General Partner's estimates as of the date of the financial statements.
The investment properties were adjusted to their estimated net realizable
values. The net realizable values were based on certified appraisals.
The statement of net liabilities in liquidation as of December 31, 1996,
includes approximately $548,000 of costs, net of income, that the Managing
General Partner estimates will be incurred during the period of liquidation,
based on the assumption that the liquidation process will be completed by
December 31, 1997. These costs include anticipated legal fees and
administrative expenses, net of estimated income from property operations.
Because the realization of assets and the settlement of liabilities is based
on the Managing General Partner's best estimates, the liquidation period may
be shorter than projected or it may be extended beyond the projected period.
Organization: Angeles Partners XV ("the Partnership") is a California limited
partnership organized on June 29, 1984, to acquire and operate commercial
properties. The Partnership's Managing General Partner is Angeles Realty
Corporation II ("ARC II"), an affiliate of Insignia Financial Group, Inc. As of
December 31, 1996, the Partnership operates three commercial properties in
Cleveland, Ohio.
Allocations to Partners: Net income and losses (excluding those arising from
the occurrence of sales or dispositions) of the Partnership will be allocated 1%
to the Managing General Partner and 99% to the Limited Partners on an annual
basis.
In accordance with the Partnership Agreement, any gain from the sale or other
disposition of Partnership assets will be allocated first to the Managing
General Partner to the extent of the amount of any Incentive Interests (as
defined below) to which the Managing General Partner is entitled. Any gain
remaining after said allocation will be allocated to the Managing General
Partner and Limited Partners in proportion to their interests in the
Partnership, provided that the gain shall first be allocated to Partners with
negative account balances, in proportion to such balances, in an amount equal to
the sum of such negative capital account balances. Except as discussed below,
the Partnership will allocate distributions 1% to the Managing General Partner
and 99% to the Limited Partners.
Upon the sale or other disposition, or refinancing of any asset of the
Partnership, the Distributable Net Proceeds shall be distributed as follows: (i)
First, to the Partners in proportion to their interests until the Limited
Partners have received proceeds equal to their Original Capital Investment
applicable to the property; (ii) Second, to the Partners until the Limited
Partners have received distributions from all sources equal to their 6%
Cumulative Distribution; (iii) Third, to the Managing General Partner until it
has received an amount equal to 3% of the aggregate disposition price of all
properties ("Initial Incentive Interest") and (iv) Thereafter, 76% to the
Partners in proportion to their interests and 24% ("Final Incentive Interest")
to the Managing General Partner.
Cash: Unrestricted cash includes cash on hand and in banks and money market
funds. At certain times the amount of cash deposited at a bank may exceed the
limit on insured deposits.
Reclassifications: Certain reclassifications have been made to the 1995
balances to conform to the 1996 presentation.
Leases: The Partnership leases commercial space to tenants under various lease
terms.
Note B - Notes Payable
The principal terms of notes payable are as follows (dollar amounts in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
1996 Interest(1) Rate Date Maturity
Cleveland Industrial
1st mortgage $1,775 $11 7.15% 09/98 $1,775
1st mortgage 2,090 12 7.15% 09/98 2,090
Angeles Partners
XV-AAP
Notes payable
(Note D) 1,582 10 (5) 11/97 1,582
Note payable in
default(2)(3)(4) 1,500 21 12.50% 12/95 1,500
Note payable 20 0 8.00% 07/04 20
$6,967 $54 $6,967
(1) Interest only payments.
(2) The Partnership executed mortgages on previously owned properties to
secure this obligation. However, the holder of the first trust deeds,
whose loan documents prohibit subliens, required the second trust deeds to
be removed from record. Accordingly, this obligation is now unsecured.
(3) Debt is currently in default as debt service has been discontinued.
(4) Loan provided by Angeles Mortgage Investment Trust (See "Note D").
(5) Interest calculated at prime plus 2% (currently 10.25%).
Mortgages are collateralized by the related property and improvements and by
pledge of revenues from the property and improvements of the Partnership.
Scheduled principal payments of notes payable subsequent to December 31, 1996,
are as follows (in thousands):
1997 $3,082
1998 3,865
1999 --
2000 --
2001 --
Thereafter 20
$6,967
Note C - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
For the year ended December 31, 1996, the Federal taxable loss was approximately
$818,000, or $47.23 per limited partnership unit. For the year ended December
31, 1995, the Federal taxable income was $2,704,000 or $155.26 per limited
partnership unit.
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands):
Net liabilities in liquidation, as reported $(4,025)
Land and buildings 1,042
Accumulated depreciation (3,002)
Syndication and distribution costs 2,548
Other 664
Net liabilities - Federal tax basis $(2,773)
Note D - Transactions with Affiliated Parties
On November 24, 1992, Angeles Real Estate Corporation, the parent of the
Managing General Partner at that time, effectively transferred all of the
outstanding stock of the Managing General Partner to IAP GP Corporation, an
affiliate of Insignia Financial Group. As a result of the transfer of ownership
of the Managing General Partner to IAP GP Corporation, affiliates of Insignia
now provide property management and asset management services to the
Partnership.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the administration of all partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. The day to day management of the remaining investment properties
are managed by a third party receiver, which was court appointed.
The following amounts (in thousands) were paid to the Managing General Partner
and affiliates in 1996 and 1995:
1996 1995
Property management fees $ 29 $ 76
Property lease commissions -- 79
Reimbursement for services of affiliates 73 145
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner who
receives payments on these obligations from the agent. The amount of the
partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
In November 1992, Angeles Acceptance Pool ("AAP"), a Delaware limited
partnership, was organized to acquire and hold the obligations evidencing the
working capital loan previously provided by Angeles Capital Investment, Inc.
("ACII"). Angeles Corporation ("Angeles") is the 99% limited partner of AAP and
Angeles Acceptance Directives, Inc.("AAD"), an affiliate of the Managing General
Partner, was, until April 14, 1995, the 1% General Partner of AAP. On April 14,
1995, as part of a settlement of claims between affiliates of the Managing
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
AAP's working capital loan funded the Partnership's operating deficits in prior
years. Total indebtedness, which is included as a note payable, was
approximately $1,582,000 at December 31, 1996, with monthly interest only
payments at prime plus 2%. Principal is to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Total interest charges for this loan
were approximately $163,000 and $171,000 for the year ended December 31, 1996
and 1995, respectively.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has
provided secondary financing to the Partnership secured by the Partnership's
investment properties known as Cleveland Industrial and Marina Plaza. One of
the notes in the amount of $600,000 secured by one of the Cleveland Industrial
buildings was assumed by the purchaser of the building during 1994. Total AMIT
indebtedness at December 31, 1996, is $1,500,000, plus accrued interest of
approximately $1,541,000. Total interest charges were approximately $436,000
and $580,000 for the years ended December 31, 1996 and 1995, respectively.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 39% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.3% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 and 1996 annual meetings in connection with the election
of trustees and other matters. MAE GP has not exerted, and continues to decline
to exert, any management control over or participate in the management of AMIT.
MAE GP may choose to vote these shares as it deems appropriate in the future.
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing
General Partner and an affiliate of Insignia Financial Group, Inc., ("Insignia")
which provides property management and partnership administration services to
the Partnership, currently owns 126,500 Class A shares of AMIT. These Class A
Shares entitle LAC to vote approximately 2.9% of the total shares. In addition,
Insignia has engaged and continues to engage in discussions with AMIT regarding
various potential business combinations with affiliates of Insignia.
As part of the settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B shares owned by it. This option can be
exercised at the end of 10 years or when all loans made by AMIT to partnerships
affiliated with MAE GP as of November 9, 1994, (which is the date of execution
of a definitive Settlement Agreement) have been paid in full, but in no event
prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000
at closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT thereby enabling MAE GP to vote the Class B shares on all
matters except those involving transactions between AMIT and MAE GP affiliated
borrowers or the election of any MAE GP affiliate as an officer or trustee of
AMIT. On those matters, MAE GP granted to the AMIT trustees, in their capacity
as trustees of AMIT, proxies with regard to the Class B shares instructing such
trustees to vote said Class B shares in accordance with the vote of the majority
of Class A Shares voting to be determined without consideration of the votes of
"Excess Class A Shares" as defined in Section 6.13 of the Declaration of Trust
of AMIT.
Item 8. Changes in and Disagreements with Accountant on Accounting and
Financial Disclosures
None.
PART III
Item 9. Directors and Executive Officers of the Registrant
The Registrant does not have any directors or officers. The Managing General
Partner, Angeles Realty Corporation II, an affiliate of Metropolitan Asset
Enhancement, L.P. ("MAE"), is responsible for the management and control of
substantially all of the Registrant's operations and has general responsibility
and ultimate authority in all matters affecting the Registrant's business.
The present officers of the Managing General Partner are listed below:
Name Age Position
Carroll D. Vinson 56 President
Robert D. Long, Jr. 29 Controller and Principal Accounting
Officer
William H. Jarrard, Jr. 50 Vice President
John K. Lines 37 Secretary
Kelley M. Buechler 39 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
since August of 1994. Prior to that, from April 1993 to August 1994, Mr. Vinson
was affiliated with Crisp, Hughes & Co. (regional CPA firm) and engaged in
various other investment and consulting activities. Briefly, in early 1993, Mr.
Vinson served as President and Chief Executive Officer of Angeles Corporation, a
real estate investment firm. From 1991 to 1993, Mr. Vinson was employed by
Insignia in various capacities including Managing Director-President during
1991. From 1986 to 1990, Mr. Vinson was President and a Director of U.S.
Shelter Corporation, a real estate services company, which sold substantially
all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer of
Metropolitan Asset Enhancement, L.P. Prior to joining Metropolitan Asset
Enhancement, L.P., and subsidiaries, he was an auditor for the State of
Tennessee and was associated with the accounting firm of Harshman Lewis and
Associates.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration & Asset Management from July 1994 until January 1996.
John K. Lines has been General Counsel and Secretary of Insignia since June
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel
and Vice President of Ocwen Financial Corporation in West Palm Beach, Florida.
From October 1991 until April 1993, Mr. Lines was a Senior Attorney with Banc
One Corporation in Columbus, Ohio. From May 1984 until October 1991, Mr. Lines
was employed as an Associate Attorney with Squire Sanders & Dempsey in Columbus,
Ohio.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
and Assistant Secretary of Insignia since 1991. During the five years prior to
joining Insignia in 1991, she served in similar capacities with U. S Shelter.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II. The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
fees and other payments have been made to the Partnership's Managing General
Partner and its affiliates, as described in "Note D" of the Financial Statements
included under "Item 7," which is incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of January 1, 1997, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
The Partnership knows of no contractual arrangements, the operation of the terms
of which may at a subsequent date result in a change in control of the
Partnership, except as follows: Article 12.1 of the Agreement, which provides
that upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the Managing General Partner may be
expelled from the Partnership upon 90 days written notice. In the event that a
successor general partner has been elected by Limited Partners holding more than
50% of the then outstanding Limited Partnership Units and if said Limited
Partners elect to continue the business of the Partnership, the Partnership is
required to pay in cash to the expelled Managing General Partner an amount equal
to the accrued and unpaid management fee described in Article 10 of the
Agreement and to purchase the Managing General Partner's interest in the
Partnership on the effective date of the expulsion, which shall be an amount
equal to the difference between (i) the balance of the Managing General
Partner's capital account and (ii) the fair market value of the share of
Distributable Net Proceeds to which the Managing General Partner would be
entitled. Determination of the fair market value of the share of Distributable
Net Proceeds is defined in Article 12.2(b) of the Agreement.
tem 12. Certain Relationships and Related Transactions
No transactions have occurred between the Partnership and any officer or
director of ARC II.
During the year ended December 31, 1996, the transactions that occurred between
the Partnership and ARC II and affiliates of ARC II pursuant to the terms of the
Agreement are disclosed under "Note D" of the Partnerships' Financial Statements
included under "Item 7," which is hereby incorporated by reference.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
(b) Reports on Form 8-K filed during the fourth quarter of 1996:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ANGELES PARTNERS XV
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 26, 1997
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
on the date indicated.
/s/Carroll D. Vinson President
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and Principal
Robert D. Long, Jr. Accounting Officer
Exhibit Index
Exhibit
3.1 Amended Certificate and Agreement of the Limited Partnership filed
as exhibit 3.1 in Form 10K dated October 31, 1979 and is
incorporated herein by reference.
10.1 Property Management Agreement between the Partnership and Angeles
Real Estate Management Company, filed as exhibit 10.1 in Form 10K
dated October 31, 1980 and is incorporated herein by reference.
10.2 First Trust Deed Mortgage - Bercado Shores, filed as an exhibit
10.8 in Form 10-K dated March 28, 1991 and is incorporated herein
by reference.
10.3 First Trust Deed Mortgage - Devonshire Apartments, filed as an
exhibit 10.9 in Form 10-K dated March 28, 1991 and is incorporated
herein by reference.
10.4 Promissory Note Secured by Mortgage and Other Security -
Breckenridge, filed as an exhibit 10.10 in Form 10-K dated March
28, 1991 and is incorporated herein by reference.
10.5 Promissory Note Secured by Mortgage and Other Security -
Devonshire, filed as an exhibit 10.11 in Form 10-K dated March 28,
1991 and is incorporated herein by reference.
10.6 Promissory Note Secured by Mortgage and Other Security - Brittany
Point, filed as an exhibit 10.12 in Form 10-K dated March 28, 1991
and is incorporated herein by reference.
10.7 Agreement to Purchase and Sale of Real Property between Angeles
Partners XV and New Plan Realty Trust, dated January 29, 1992 which
was filed as exhibit I to the Trust's Form 8-K filed February 28,
1992 and is incorporated herein by reference.
10.8 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8-K dated December 31, 1992, which is
incorporated herein by reference.
10.9 Seller's Closing Statements for Cleveland Industrial buildings: 1)
Van Epps Road, Brooklyn Heights, 2) 4650 Spring Road, Brooklyn
Heights, 3) 211 Hayes Drive, Brooklyn Heights, 4) Hayes Drive,
Brooklyn Heights, 5) 100 Hayes Drive, Brooklyn Heights.
10.10 Seller's Closing Statement for Rancho Park (10301 West Pico
Boulevard, Los Angeles).
10.11 Agreement for Deed-in-Lieu Foreclosure on 4705 Van Epps
10.12 Agreement for Deed-in-Lieu Foreclosure on 4851 Van Epps
10.13 Motion for Foreclosure on Marina Plaza and Marina Harbor
16 Letter from the Registrant's former accountant regarding its
concurrence with the statements made by the Registrant is
incorporated by reference to the exhibit filed with Form 8-K dated
August 30, 1993.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XV 1996 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000788331
<NAME> ANGELES PARTNERS XV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 370
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,400
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,784
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 6,967
0
0
<COMMON> 0
<OTHER-SE> (4,025)
<TOTAL-LIABILITY-AND-EQUITY> 5,784
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
